The Companies Act 2006 (Amendment of Part 25) Regulations 2013

Made: 12th March 2013

Coming into force: 6th April 2013

In accordance with sections 894(2) and 1290 of that Act, a draft of this instrument was laid before Parliament and approved by a resolution of each House of Parliament.

Citation and commencement

1

These Regulations may be cited as the Companies Act 2006 (Amendment of Part 25) Regulations 2013 and come into force on 6th April 2013.

Amendment to Part 25 of the Companies Act 2006

2

The Chapter set out in Schedule 1 is inserted as Chapter A1 at the beginning of Part 25 of the Companies Act 2006.

Repeals and revocations

3

Chapters 1 and 2 of Part 25 of the Companies Act 2006 are repealed.

4

The Companies (Particulars of Company Charges) Regulations 2008[^f00002] are revoked.

Consequential provisions

5

The provisions set out in Schedule 2 are amended as set out in that Schedule.

Application and transitional provisions

6

• (1) Subject to paragraph (3) the provisions amending the Companies Act 2006 set out in Schedule 1 and the consequential amendments set out in Schedule 2 apply to charges created on or after 6th April 2013.

• (2) Subject to paragraph (3), the provisions of Part 25 of the Companies Act 2006 as they stood immediately before 6th April 2013 continue to apply to charges created before 6th April 2013.

• (3) Sections 859K, 859L and 859O of the Companies Act 2006 also apply to charges created before 6th April 2013.

SCHEDULE 1

SCHEDULE 2

Companies Act 1985

1

• (1) Section 466 of the Companies Act 1985 (alteration of floating charges (Scotland)) is amended as follows.

• (2) In subsection (4), for the words from the beginning to “which” substitute “Subsection (4A) applies to an alteration of a floating charge, where the alteration is one which”.

• (3) After subsection (4) insert—

(4A) Every alteration to a floating charge created by a company is, so far as any security on the company’s property or any part of it is conferred by the alteration, void against the liquidator or administrator and any creditor of the company, unless the documents referred to in subsection (4B) are delivered to the registrar for registration by the company or any person interested in the charge before the end of the relevant period allowed for delivery. (4B) The documents referred to in subsection (4A) are— (a) a certified copy of the instrument of alteration, and (b) a statement of particulars including— (i) the registered name and number of the company; (ii) the date of creation of the charge; (iii) a description of the instrument (if any) by which the charge was created or evidenced; (iv) short particulars of the property or undertaking charged as set out when the charge was registered; (v) date(s) of execution of the instrument of alteration; (vi) names and address(es) of the persons who have executed the instrument of alteration. (4C) In subsection (4A) “the relevant period allowed for delivery” is— (a) the period of 21 days beginning with the day after the date of execution of the instrument of alteration, or (b) if an order under section 859F(3) of the Companies Act 2006 (as applied by subsection (4E)) has been made, the period allowed by the order. (4D) Subsection (4A) is without prejudice to any contract or obligation for repayment of the money secured by the alteration to the charge; and when an alteration becomes void under subsection (4A) the money secured by it immediately becomes payable. (4E) Sections 859F, 859G, 859I, 859M and 859N of the Companies Act 2006 apply to an alteration to a floating charge to which subsection (4A) applies as they apply to a charge. (4F) As applied by subsection (4E), those sections apply as if— (a) references to the documents required or delivered under section 859A or 859B were to the documents referred to in subsection (4B); (b) references to the period allowed for delivery under the section concerned were to the period referred to in subsection (4C)(a); (c) references to the delivery of a certified copy of an instrument to the registrar for the purposes of Chapter A1 of Part 25 of the Companies Act 2006 were to the delivery of a certified copy of an instrument of alteration to the registrar for the purposes of this section; (d) references to registration in accordance with a provision of Chapter A1 of Part 25 of the Companies Act 2006 were to registration in accordance with this section; (e) references to a section 859D statement of particulars were to the statement of particulars referred to in subsection (4B)(b); (f) references to registration under section 859A or 859B were to registration under this section; (g) references to a statement or notice delivered to the registrar in accordance with Chapter A1 of Part 25 of the Companies Act 2006 were to a statement delivered to the registrar in accordance with subsection (4A).

• (4) Omit subsection (5).

• (5) In subsection (6), for “instrument of alteration” substitute “alteration”.

Insolvency Act 1986

2

• (1) Chapter 2 of Part 3 of the Insolvency Act 1986[^f00007] (receivers (Scotland)) is amended as follows.

• (2) In sections 53(5), 54(4) and 62(5) (requirements to register appointment, cessation of acting and removal of receivers), for “register of charges” substitute “register”.

• (3) In section 70(1) (interpretation), for the definition of “register of charges” substitute ““the register” has the meaning given by section 1080 of the Companies Act 2006;”.

Companies Act 2006

3

• (1) The Companies Act 2006 is amended as follows.

• (2) In section 893 (power to make provision for effect of registration in special register)—

• (a) in subsection (1) for “the register of charges kept under this Part” substitute “the register”;

• (b) in subsection (1) for “Chapter 1 or Chapter 2” substitute “Chapter A1”;

• (c) in subsection (3)(a) for “Chapter 1 or Chapter 2” substitute “Chapter A1”;

• (d) in subsection (3)(b) for “Chapter 1 or, as the case may be, Chapter 2” substitute “Chapter A1”;

• (e) in subsection (3)(c) for “Chapter 1 or, as the case may be, Chapter 2” substitute “Chapter A1”;

• (f) in subsection (4) for “register of charges” substitute “register”.

• (3) In section 1076 (replacement of document not meeting requirements for proper delivery), in subsection (4) for “sections 873 and 888 (rectification of register of charges)” substitute “section 859M (rectification of register)”.

• (4) In section 1081 (annotation of the register) in subsection (1) insert—

(e) if a document is rectified under section 859M, the nature and date of rectification; (f) if a document is replaced under section 859N, the fact that it has been replaced and the date of delivery of the replacement.

• (5) In section 1087 (material not available for public inspection) omit subsection (1)(h)[^f00008].

• (6) In section 1096 (rectification of the register under court order) in subsection (6)(b) for “873 and 888 (rectification of the register of charges)” substitute “859M (rectification of register)”.

• (7) In section 1105 (documents that may be drawn up and delivered in other languages) in subsection (2)(c) for “instruments or copy instruments required to be” substitute “certified copies”.

• (8) In section 1136 (regulations about where certain company records to be kept available for inspection) in subsection (2) for the words from “section 877” to the end substitute “section 859Q (instruments creating charges)”.

• (9) In Schedule 8 (definitions) the following entries are amended—

• (a) in the entry for “charge (in Chapter 1 of Part 25)” for “Chapter 1” substitute “Chapter A1” and in the second column substitute “section 859A(7);

• (b) in the entry for “company – in Chapter 1 of Part 25” for “Chapter 1” substitute “Chapter A1” and in the second column substitute “section 859A(7)” and delete the entry for “- in Chapter 2 of Part 25”;

• (c) omit the entry for “register of charges”.

Financial Collateral Arrangements (No. 2) Regulations 2003

4

• (1) The Financial Collateral Arrangements (No. 2) Regulations 2003[^f00009] are amended as follows.

• (2) In paragraph (4) of regulation 4, for “Sections 860” substitute “Sections 859A” and for “874” substitute “859H”.

• (3) Omit regulation 5.

The Land Registration Rules 2003

5

• (1) The Land Registration Rules 2003[^f00010] are amended as follows.

• (2) In rule 111 (certificate of registration of company charge)—

• (a) in paragraph (1)—

• (i) omit “appropriate”;

• (ii) for “section 869 or 885” substitute “section 859I”; and

• (iii) for “section 860 or 878” substitute “section 859A”;

• (b) in paragraph (2)—

• (i) for“ section 860 or 878” substitute “section 859A”; and

• (ii) omit “(as appropriate)”.

The Registrar of Companies & Applications for Striking Off Regulations 2009

6

• (1) The Registrar of Companies & Applications for Striking Off Regulations 2009[^f00011] are amended as follows.

• (2) In regulation 8(2)(g) omit “required to be”.

Signed

Jo Swinson — Parliamentary Under Secretary of State for Employment Relations and Consumer Affairs — Department for Business, Innovation and Skills — 12th March 2013

Explanatory note

(This note is not part of the Regulations)

EXPLANATORY NOTE

These Regulations are made under section 894 of the Companies Act 2006 (c.46) (“the Act”). They repeal and replace the provisions of Chapters 1 and 2 of Part 25 of the Act, which provides a scheme for the registration of charges created by companies.

Regulation 3 repeals the provisions of Chapter 1 (companies registered in England and Wales and Northern Ireland) and Chapter 2 (companies registered in Scotland) and regulation 2 gives effect to Schedule 1 which creates a new Chapter A1 in Part 25. Chapter A1 sets out a single scheme for registration of company charges which applies to any company registered in the United Kingdom. It replaces the repealed Chapters 1 and 2.

Regulation 4 revokes the Companies (Particulars of Company charges) Regulations 2008 (S.I. 2008/2996).

Regulation 5 gives effect to Schedule 2 which contains consequential amendments.

Regulation 6 provides for application and makes transitional provision.

Schedule 1 sets out the new Chapter A1 of Part 25 of the Act containing sections 859A to 859Q. It provides for a single scheme for the registration of company charges applicable to all UK registered companies irrespective of the place of incorporation of the company within the UK.

Section 859A provides for the registration by the registrar of companies of a charge submitted to the registrar by a company or other person interested in the charge. The registrar may only register a charge if a certified copy of the instrument is delivered to the registrar with a statement of particulars as provided for in section 859D. Section 859A(6) identifies particular categories of charge which are not within the scope of section 859A. Section 859G provides that specified information may be omitted from the certified copy of the instrument before it is submitted for registration. Section 859B makes similar provision in respect of debentures as is provided for in respect of charges. Section 859C provides for the registration of charges over property acquired by companies which is already subject to a charge.

Section 859E sets out in tabular form the dates when charges of specified categories are deemed to have been created for the purposes of the calculation of the period of 21 days within which the charge must, in accordance with section 859A, be submitted to the registrar for registration. Section 859F provides for application to court to extend the period for delivery for registration. Failure to deliver the charge for registration within the time permitted will result in the charge being invalid as against a liquidator or administrator of the company (section 859H).

Section 859I provides for the entry on the register of the documents delivered to the registrar and the allocation to the charge of a unique reference code, and the provision by the registrar of a certificate of registration of the charge.

Sections 859J, 859K. 859L and 859O make provision for the registration of other statements and notices relating to the charge and to the appointment or receivers under a charge.

Sections 859M and 859N provide for the rectification of the register and the replacement of certified copies entered on the register where specified conditions are met.

Sections 859P and 859Q require a company to keep available for inspection copies of charges created by the company.

A full regulatory impact assessment of the effect that these Regulations will have on the costs to business is available from Business Environment Directorate of the Department for Business, Innovation and Skills, 1 Victoria Street, London SW1H 0ET or at www.gov.uk/bis and is published with the Explanatory Memorandum alongside the instrument on www.legislation.gov.uk.

Footnotes

[^f00001]: 2006 c.46.

[^f00002]: S.I. 2008/2996.

[^f00003]: 1982 c.xiv.

[^f00004]: 1985 c.6. Section 486 is repealed by section 46(1) of the Bankruptcy and Diligence etc (Scotland) Act 2007 (2007 asp 3) from a day to be appointed.

[^f00005]: 1986 c.45.

[^f00006]: Section 466 is repealed by section 46(1) of the Bankruptcy and Diligence etc (Scotland) Act 2007 (2007 asp 3) from a day to be appointed.

[^f00007]: 1986 c.45.

[^f00008]: Paragraph (1)(h) of section 1087 was substituted by S.I. 2009/1802.

[^f00009]: S.I. 2003/3226, as amended by S.I. 2009/2462, 2010/2993.

[^f00010]: S.I. 2003/1417. Rule 111 was substituted by S.I. 2008/1919.

[^f00011]: S.I. 2009/1803.

Editorial notes

[^key-0cf33b07798370991878b1962c017e03]: Reg. 1 in force at 6.4.2013, see reg. 1

[^key-dcf29c3a1a392323650a4864706afe96]: Reg. 2 in force at 6.4.2013, see reg. 1

[^key-b0ca25b47db13fde23fed0147809df0f]: Reg. 4 in force at 6.4.2013, see reg. 1

[^key-90c693011add483ec7d6de3b59440326]: Reg. 5 in force at 6.4.2013, see reg. 1

[^key-cae972cd577cc0d29bbd98df60d561a9]: Reg. 6 in force at 6.4.2013, see reg. 1

[^key-da4acb0ab2c09cb21d7296d9484205f3]: Sch. 2 para. 1 in force at 6.4.2013, see reg. 1

[^key-09a8f9fc1eef856d686b25ee8e530289]: Sch. 2 para. 2 in force at 6.4.2013, see reg. 1

[^key-d96325bfac8980026e51e8e0f2b95c54]: Sch. 2 para. 3 in force at 6.4.2013, see reg. 1

[^key-01e6cd78a05a49d0a8c922b489f5efab]: Sch. 2 para. 4 in force at 6.4.2013, see reg. 1

[^key-7a9263ef2bfb3f81c6033f53364cb65a]: Sch. 2 para. 5 in force at 6.4.2013, see reg. 1

[^key-7d35b0f88e5a744602f8003e29959c74]: Sch. 2 para. 6 in force at 6.4.2013, see reg. 1

[^key-3b80bc21035a21ae001ea684924a8f7d]: Sch. 1 in force at 6.4.2013, see reg. 1

[^key-dbf05ab7e8f830d6fa5dc20572f9f0f8]: Reg. 6 excluded (10.1.2015) by The Building Societies (Bail-in) Order 2014 (S.I. 2014/3344), arts. 1, 3(2)